| This has got to be the worst alternate universe ever. -Spider-Man
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S.H.I.E.L.D. (of Earth-1610) is an alternate version of the organization.
- General Thaddeus E. "Thunderbolt" Ross - Executive director until his attempted murder by John Wraith. Later became government liaison to the Baxter Building and then the Fantastic Four.
- General Nick Fury - Executive director after Thunderbolt Ross' attempted murder by John Wraith. Was taken into custody by the Squadron Supreme of Earth-31916 for his role in the events of Ultimate Power effectively removing him from the position. After the death of Gregory Stark battling The New Ultimates and The Avengers, Nick Fury resumed his role as director and leader of The Ultimates
- Captain Carol Danvers - Executive director after Nick Fury's involvement in the events of Ultimate Power and subsequent capture. She a liaison/girlfriend to alien Captain Mahr Vehl. Destituted after The New Ultimates and The Avengers battled Gregory Stark.
- Gregory Stark: Director after entrap Danvers and Fury. In a final confrontation with The New Ultimates and The Avengers, he was killed by Thor.
- Agent Flumm: Director after the President dismissed Fury.
- Corporal Thaddeus Aloysius Cadwallander "Dum Dum" Dugan - Commander of Mutant Ops Division.
- Agent Sharon Carter - Dealt with illegal genetic mutations until the Ultimates were created.
- James "Jimmy" Woo - Partnered with Sharon Carter.
- Clay Quartermain - S.H.I.E.L.D. Special Ops.
- Dr. Philip Lawson (Mahr Vehl) - Spy of the alien Kree race; defected.
- Betty Ross - Former girlfriend of Bruce Banner and head of Public Relations.
- Daimon Hellstrom - S.H.I.E.L.D spy within the Defenders.
- Agent Wendell Vaughn - Head of Security for Project Pegasus in Devil's Point, Wyoming.
- The New Sentinels - Group of 60 agents with advanced body armor used to combat Magneto.
- Sam Wilson (Falcon) - Discovered the alien Vision and worked with her to learn details of alien threat Gah Lak Tus.
- Xi'an Coy Manh - Assigned to government-sponsored mutant team to investigate anti-mutant conspiracy
- Dr. Jennifer Walters - Scientist in Super Soldier project.
- Ultimates - Under S.H.I.E.L.D jurisdiction before and following the events of Ultimatum.
- Jessica Drew (Spider-Woman) - Join S.H.I.E.L.D when Carol Danvers offered a job position.
- Blackie Drago (Vulture) - An assassin who became "The Vulture" with a powered flying suit.
- Henry Pym (Giant-Man) - Headed Super Soldier project after Bruce Banner's mental breakdown. He's also the superhero Giant-Man.
- Natasha Romanova (Black Widow) - Member of Ultimates convert-ops division, then promoted to public team. After engagement to Tony Stark, betrayed team to join the Liberators.
- Colonel John Wraith - Head of Weapon X program until seemingly killed by Nick Fury. Revealed to be alive and reformed, he is now the leader of the Canadian superhero team, Alpha Flight.
- Frank Castle - Escaped S.H.I.E.L.D custody with the help of Hawkeye.
- Peter Parker (Spider-Man) - Temporarily assigned to track down the Green Goblin, only a temporary agent.
- Kitty Pryde (Shadowcat) - Temporarily assigned to track down the Green Goblin, only a temporary agent.
- Elijah Stern (Tinkerer) - Specialized-equipment maker and creator of the Spider Slayers. Later murdered by the Prowler.
- Various military equipment and hardware
- Plasma pistols
- Needle pistols
- Conventional firearms